0001690820false00016908202024-05-062024-05-060001690820us-gaap:CommonStockMember2024-05-062024-05-060001690820cvna:PreferredStockPurchaseRightsMember2024-05-062024-05-06

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 6, 2024

CARVANA CO.
(Exact name of registrant as specified in its charter)

Delaware
001-38073
81-4549921
(State or other jurisdiction of incorporation)
(Commission File Number)
(I.R.S. Employer Identification No.)
300 E. Rio Salado Parkway
Tempe
Arizona
85281
(Address of principal executive offices, including zip code)

(602) 922-9866
(Registrant's telephone number, including area code)

N/A
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Class A Common Stock, Par Value $0.001 Per ShareCVNANew York Stock Exchange
Preferred Stock Purchase Rights—New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).  
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐




Item 5.07 Submission of Matters to a Vote of Security Holders

On May 6, 2024, Carvana Co. (the "Company") held its 2024 annual meeting of stockholders (the "Annual Meeting"). Holders representing 875,278,998.94 votes of a total 896,136,773.40 votes were present at the meeting or by proxy, and therefore a quorum was present. Votes were cast as follows:

Item 1: Election of directors

Each of the following directors received the following votes cast at the Annual Meeting, and were elected for a three-year term expiring at the Company's 2027 annual meeting and until their respective successors are duly elected and qualified.

NomineeForWithheldBroker Non-Votes
Ernest Garcia III
841,315,880.2217,237,069.7216,726,049.00
Ira Platt
834,843,939.2223,090,534.7217,344,525.00


Item 2: Approval, by an advisory vote, of the compensation of the Company's named executive officers (i.e., “say-on-pay”)

The Company's stockholders approved, by an advisory vote, the compensation of the Company’s named executive officers.

ForAgainstAbstainBroker Non-Votes
856,700,638.341,769,774.59110,418.0016,698,168.00


Item 3: Ratification of appointment of Grant Thornton LLP as the Company's independent registered public accounting firm for the year ending December 31, 2024

The Company's stockholders ratified the appointment of Grant Thornton LLP as the Company's independent auditor for the year ending December 31, 2024.

ForAgainstAbstain
874,864,242.94325,024.0089,732.00




Item 9.01 Financial Statements and Exhibits.
Exhibit No.Description
104Cover Page Interactive Data File (embedded within the Inline XBRL document).


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date:
May 7, 2024
CARVANA CO.
By:
/s/ Mark Jenkins
Name:
Mark Jenkins
Title:
Chief Financial Officer


v3.24.1.u1
Cover
May 06, 2024
Document Information [Line Items]  
Document Type 8-K
Document Period End Date May 06, 2024
Entity Registrant Name CARVANA CO.
Entity Incorporation, State or Country Code DE
Entity File Number 001-38073
Entity Tax Identification Number 81-4549921
Entity Address, Address Line One 300 E. Rio Salado Parkway
Entity Address, City or Town Tempe
Entity Address, State or Province AZ
Entity Address, Postal Zip Code 85281
City Area Code (602)
Local Phone Number 922-9866
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Entity Emerging Growth Company false
Entity Central Index Key 0001690820
Amendment Flag false
Common Stock  
Document Information [Line Items]  
Title of 12(b) Security Class A Common Stock, Par Value $0.001 Per Share
Trading Symbol CVNA
Security Exchange Name NYSE
Preferred Stock Purchase Rights  
Document Information [Line Items]  
Title of 12(b) Security Preferred Stock Purchase Rights
Security Exchange Name NYSE
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